Clauses that get tested later
When commercial contracts are litigated, the arguments tend to concentrate in a few places: how key terms are defined, when payment is due and what can be withheld, what counts as a breach, and how either side can end the deal. Limitation of liability and indemnity clauses decide how much is really at stake, and on a first draft the way they interact is often unclear. Notice clauses specify how and where formal notices must be sent, and failing to follow them can make a termination or claim ineffective. Careful commercial contract drafting reads every clause against the likeliest ways the relationship could go wrong.
Choosing law and forum on purpose
Governing law and forum clauses are often copied from a template, yet they shape everything that follows. New York allows parties to larger commercial contracts to choose New York law and forum even when the deal has no other connection to the state, which is one reason so many agreements use it. An arbitration clause should name the rules, the seat, and the method for choosing arbitrators, and say whether any claims are reserved for court. Jury waivers, fee-shifting provisions, and contractual limits on the time to sue are enforceable in many settings but have to be drafted clearly. If the counterparty is overseas, where a judgment or award could actually be enforced deserves attention up front.
Working from the business terms
We start with what the parties actually agreed and what each side is worried about, then build or revise the draft around those points. Your operational team often knows where performance will strain, such as delivery timing or acceptance testing, and those points deserve clear mechanics. Templates help, but a template written for another industry or for the other side can quietly shift risk the wrong way. Send the term sheet or email chain, any earlier agreements with the counterparty, and your own standard terms if you have them. The first review usually produces a marked draft and a short list of points to raise with the other side.
